What Are You Afraid Of?
by LordGranthamsGirl
Summary: Carson and Hughes find themselves steadying the other one as much as ever. Season 5 spoiler Alert! We will start with a T rating and then move into the good stuff! :)
1. Chapter 1

Mrs. Hughes followed after him, into his pantry. His face red and his brow beading with sweat. "What are you afraid of Mr. Carson?" Her face was kind, her tone soft.

He looked about him, clenching his jaws together so that the muscles in his cheek jumped with tension. "I feel a shaking of the ground I stand on..."

She came around the desk. He needed her. She could feel it. He was going to break. He needed her to steady him. She was standing at him now, reaching down to take his shaking hands in hers. "It's alright..." she whispered, making him look at her with her demanding and loving stare. "It's alright..." she repeats.

Mr. Carson takes in a breath of the air around him, her air. His nostrils fill with her essence and he closes his eyes. He was dizzy. Was it his blood pressure or was it her perfume? He couldn't say. "Mrs. Hughes, don't you worry about the future? Don't you worry what is to become of people like us?"

Elsie giggled and encouraged him to sit in his desk chair. "Sit down before you hurt yourself." He huffed but obeyed...for her. She got between his chair and the desk and leaned against the edge, facing him. "Mr. Carson, I do think about the future and I try to not let the changes that are coming upset me. The world is changing, it always has and it always will. There is little you or I can do to stop it. So why fight it?"

"But that's just it. We _can_ make a difference! If we are silent, we have no way of standing up for what we believe is right. We risk losing everything we have." He was almost shouting.

Elsie stares at him, studies the fret lines in his forehead. She thought of how she loves him so and wants to tell him.

Charles bows his head and looks at his hands. "I don't want to be at odds with you..." his deep rich voice rumbles slowly, thoughtfully.

"You aren't at odds with me. You and I are friends, Mr. Carson. We can disagree on things and remain civil, can't we?" She smiled so sweetly at him that his heart skipped a beat. She watched him carefully, moved by his emotion.

"I have nothing but this Mrs. Hughes. I have no family outside of this house." He had raised his head and spoke softly, his voice laced with thick emotion. "When I'm too old to make it up those stairs, when my mind can no longer decide what wine to serve with what entree, I have nothing."

Elsie swallows the sudden lump of emotion and walks to the other side of the desk. Charles hopes he hasn't hurt her with his words. He often did, he knew that and chastised himself each time. He wanted so badly to go to her, take her hand, feel steady. He always felt steady when she was near him. "Mrs. Hughes?"

Elsie turned to him with a smile, her face clear of emotion. "You are more than the Butler of Downton Abbey, Mr. Carson. She walked toward him as he was coming around the desk. "You are...an intelligent, wise and funny man..."

He raised his bushy eyebrows. "I doubt anybody would agree on that one.."

She chuckled. "You make _me _laugh..." she said with a coy expression. "You...are a loyal friend and confidant."

He smiled for the first time in awhile. It made him warm inside to hear her praise him. She always lifted him.

"Mr. Carson...you are not alone you know." Elsie's heart started to beat a little faster, her face blushed. She didn't know why she was all of sudden nervous. Nothing about their relationship made her nervous, mad as hell sometimes but never nervous. He turned his head slightly down and leaned back against his desk. "You don't have to feel alone..." her voice was low and almost seductive to him, he didn't dare speak for fear he would interrupt this moment. His hands were clammy, his heart rate doubled.

Elsie knew this man, knew his ways, his heart. She loved him. She was sure of that. She wasn't sure where he was. He certainly considered her his friend and showed much care for her over the years. She liked to think there had been a shift in their relationship since their paddle in the sea last summer and at times, she felt like he had changed toward her but she just wasn't sure enough...at least she hadn't been. But now, as her heart thumped out a rhythm that was pushing her toward a confidence she had not had with him, she didn't know if she could stop herself.

"You have me," she dared as she stepped closer to him.

His eyes searched hers, they were close enough that he could see the emotion building in her eyes. His chest rose and fell more prominently and his mouth was suddenly dry. Everything in him wanted to touch her, hold her. Long moments passed and they only stared at one another. She seemed so vulnerable and needy at the moment. He couldn't remember being this close to her, her face. He stood straight, towered over her small frame and she moved into his chest then. Charles' eyes widened in surprise but he brought his arms around her tiny waist and pulled her into him. Elsie's reached around him, her palms flat on the back of his jacket. He longed, suddenly, to be closer, to feel more of her. He closed his eyes against her hair, breathed in her essence and relaxed his body into hers. She moaned just a little at his touch..._finally...his touch_, was overwhelming. She didn't want to ruin this moment so she stifled the tears threatening to spill over their boundaries and let her body relax into his. They stood this way for a long while. It was she who pulled away, she wanted to see his face.

"That was nice." She stated quietly with a sweet smile.

Charles looked at her, his brow worried. "It..._was_..." He looked at his feet.

"Well you've a funny way of showing it." She teased, their arms still around each other.

He looked as though he might launch a panic attack. "I...I'm sorry...I didn't..." He let his arms drop from around her waist. Elsie took his hands in hers. "Calm down. It was just a hug."

Charles let out an exhaustive sigh. "I'm sorry, Mrs. Hughes. It was very nice...indeed." He tried to smile and reassure her of what was truly in his heart. He was letting his emotions get the better of him and over thinking things at the moment.

"It was meant to give you a little peace...calm. I think I failed." She smoothed her thumb over the back of his hand and searched his eyes.

Without warning and quite suddenly, his lips were on hers, tenderly and almost clumsily. nipping at her bottom lip, breath heavy and grasping for her hips when she started to totter on her feet.

"OH!" Elsie let out a little cry of surprise before accepting his advances by stepping up on the tips of her toes and wrapping her hands around his neck.

They kissed for just a bit, both breathless and a little scattered when they parted. A loose tendril of her hair came loose and she tucked it behind her ear, licking her lips. _'Oh his lips...'_ she thought to herself and the tingle in her belly became more prominent.

"Mrs. Hughes...oh God...I'm so sorry. I'm completely out of line and you have every right to..."

"Stop right there!" She put her hand up and gave him that fiery look that stopped him on a dime. "You have nothing to apologize for nor do you need to explain yourself." He looked like he might throw up.

"Do I frighten you that much? Does the thought of "us" sharing a moment of...intimacy...frighten you, Mr. Carson?" Elsie asked quietly.

Charles shot her a look. He felt like he was getting this all wrong. He was stamping out something he had always dreamed of happening. "Not in the least...erm...that is...no...of course not." He straightened his waist coat and cleared his throat.

Somewhat frustrated by his despondent reaction, Elsie decided to put him out of his misery. "I have a lot to do and I know you do too." She walked to the door and paused, her back to him, before walking out.

Charles closed his eyes. "Damn you fool!" he said out loud.

_tbc..._


	2. Chapter 2

Dinner service was long. Carson was miserable. He had not seen Elsie since their...meeting...earlier. He considers that she was probably going out of her way to avoid him...and rightly so, he thinks.

He loves Elsie Hughes but he wasn't good at love...relationships, at least _he_ didn't think he was. He didn't know how. He longed to touch her and ached to feel her, almost daily, for as long as he could remember. It was a pain he had learned to just live with until their paddle in the sea. That changed everything.

Elsie finishes the linen rotas and closes the book. She looks up and sighs, relaxing back into her chair, thinking. Charles Carson had kissed her today. It wasn't what she had dreamed of, fantasized about for so many years, but it was progress and that made her happy. She left him to give him some space, realizing she might have come on a little too strong. She had wanted to stay there, in his warm embrace. The swift knock on the opened door made her jump and she sat up quickly.

"Mrs. Hughes? Do you have minute?"

The sight of him quickened her pulse. She smiles and nods. "Certainly Mr. Carson."

He enters the parlor and shuts the door behind him, clears his throat. "Uh...I...uh...wanted to...um...talk about...earlier." He lowers his dark, thick, eyebrows.

_'Poor man..he's worried himself sick I'm sure.'_ Elsie thinks and gets up and goes to him. She's not going to play games, she's not going to lose time. She smiles sweetly and reaches up to cup his cheek. "It's alright..."

He smiles. "Seems you keep saying that to me..." His hands circle warmly around hers.

"Because it is..." She looks earnestly in his gray eyes then to his lips.._.his lips_. Without another thought she raises on the tips of her toes and brushes his lips with hers.

Charles' eyes went wide until he saw hers now closed. He willed himself to push through the nerves that sought to stop him. He pulled her into him and returned the sentiment with more passion.

The tiny moan that escaped her was all he needed to keep going. He opens his mouth, his tongue finding hers and exploring until they are breathless. He pulls back and searches he tear filled orbs. "Mmm...Mrs...Hu..."

She covers his lips with her finger. "Elsie..." she states sweetly.

He couldn't help but smile. "Elsie..." she felt the rumble of her name in his chest and it excited her. "You know this is most inappropriate, don't you?" His voice was light and playful almost.

"Oh! I suppose a lot of things are inappropriate in your eyes, Mr. Carson!" She brushed his chest with the palm of her hand and gave him a coy look. "But I think you're coming around."

"Hmmm...you do?"

"I do..." she is breathless as he touches her face. "Would you kiss me again?" She whispers.

This time, Charles gently takes her face in his hands and leans in, loves her with his eyes first, so tenderly, caresses her lips over and over, he kisses the tip of her nose. "I think with your help, I can begin to loosen my grip on some of those old ways of thinking..." He smiled against her lips. Elsie swallows the emotion in her throat, gasps to catch her breath and puts her trembling hand on her chest. She rests her head against him, dizzy from the passion and all the flustered and exciting emotions she has ever experienced at once. "Are you alright love? I haven't frightened you, have I?"

She raises those twinkling blue eyes to meet his and gives him a sweet smile. "No...no...you've only surprised me. Very pleasantly surprised me." Her voice wasn't lacking confidence but it was thick with emotion and he was grateful for the many years he had spent getting to know her because, right now, he knew what she needed.

Charles pulls her head into his chest and wraps her a little tighter. "We don't have to talk right now. We have a little while before supper and I would like to just hold you in my arms if that's alright."

Elsie just nods and tears come as she wraps her arms around him.


End file.
